CLIENT’S TERMS AND CONDITIONS (“CTC”)
The Client must accept the following “Client Terms and Conditions” when using the StudioDrop website, the shoot builder and when registering and signing up with StudioDrop as a website user. StudioDrop is SingaProd PTE. LTD. A Singapore registered PTE Limited Liability Company. Registered Address is, 160 Robinson Rd. 14-04 Singapore 068914. [email protected]
1. ACCEPTANCE OF THE TERMS AND CONDITIONS
1.2 Binding agreement. Description StudioDrop – (or “StudioDrop”, “we”, “us”, or “our”) provides and makes available its website located at www.studiodrop.com (the Site) along with its StudioDrop mobile services together with the Site, the “Service”). Client’s use of the Service are subject to the Terms and Conditions contained in this Agreement (“CTC”). When you choose to use this service you are agreeing to all the policies and procedures set in the Service between you and StudioDrop. By accessing, browsing, making purchases, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by this CTC. If you do not accept the terms and conditions of this CTC, then you may not access, browse or use the Service. As further described below, this CTC requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.
1.3 Changes to this CTC. You understand and agree that StudioDrop may change this CTC at any time without prior notice; provided that StudioDrop will endeavour to provide you with prior notice of any material changes. You may read the current, effective version of this CTC at any time by selecting the appropriate link on the StudiDrop website. The revised CTC will become effective at the time of posting. Any use of the Service after such date will constitute your acceptance of such revised terms and conditions. If any change to this CTC is not acceptable to you, your sole remedy is to cease accessing, browsing, buying from and otherwise using the Service. The terms of this CTC will govern any updates StudioDrop provides to you that replace and/or supplement any portion of the Service, unless that upgrade is accompanied by a separate license or revised CTC, in which case the terms of that license or revised CTC will govern.
1.5 Eligibility. The service is not for persons under the age of 18 or for any users previously suspended or removed from the service by StudioDrop. If you are under 18 years of age, you must not use or access the service at any time or in any manner. The service is intended solely for professionals or business entities. By using the Service, you affirm that you are at least 18 years of age. If you are using the Service on behalf of a company, entity, or organization (collectively “Organization”), then you represent and warrant that you (i) are an authorized representative of that Organization; (ii) have the authority of that Organisation to be bound by the following;
2. THE SERVICE
2.2 Clients. Clients may browse the photographic portfolio of Models/Talent through the StudioDrop Service. Clients may also use the service to filter to find the best Model/Talent for their sample apparel that is needing to be photographed or videographed . If a Client wants to purchase the Model or Talent, then the Client may do so by following the booking process on the website service to final step check-out and to then pay for the ‘product’ as selected.
3. THE REGISTRATION
3.1 Log-in credentials. In order to utilize the website service, you must login through the service website and register an account with the Service (an “Account”). To create an Account, you must provide your correct name, email address, and/or social media account information and other information that helps to verify your true identity.
3.2 Account security. You are responsible for maintaining the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify StudioDrop immediately if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. StudioDrop will not be liable for any loss or damage arising from unauthorized use of your credentials.
3.3 Accuracy of information. In creating an Account and proceeding through the checkout process, you agree to provide true, accurate, current, and complete information as requested in any registration, informational, product, contact or product informational forms required by StudioDrop. With particular attention to your fiscal code, Company registration number and Tax registration, EIN, or VAT number. You also agree to update the information about yourself and organisation promptly, and as necessary, to keep it current and accurate.
3.4 We reserve. The right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this CTC, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations, including, but not limited to, trademark rights, copyrights, or the rights of privacy or publicity. If messages sent to an e-mail address provided by you are returned as undeliverable, then StudioDrop reserves the right to terminate your Account with or without notice to you and without any liability to you or any third party. We reserve the right to also be able to read your helpdesk / contact us form messages with or without your permission or foreknowledge.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 License. The Service is licensed, not sold, to you for use only under the terms of this CTC. StudioDrop reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with the terms and conditions of this CTC, StudioDrop hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service solely for the purpose of searching for Model / Talent and licensing their image rights for determined usage period as per the Model Usage and Image Release Agreement.
4.2 Content. Except for User Materials (as defined below), the content made available on or through the Service, including without limitation, any text, graphics, photos, software, and interactive features or coding may be protected by copyright or other intellectual property rights and owned by StudioDrop or StudioDrop’s third party licensors or suppliers (the “StudioDrop Content”). You may not copy, reproduce, upload, republish, transmit, post or distribute any materials from the Service in any way without prior express written permission of the copyright owner of such material or as otherwise specified in this CTC or permitted by functionalities of the Service.
4.3 You may not modify any materials obtained from the Service unless you have obtained prior express written authorization from the applicable copyright owner. You must obtain permission for all other uses of materials made available on or through the Service from StudioDrop or the copyright owner in advance and in writing. StudioDrop solely owns all design rights, databases and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and related goodwill.
4.4 Marks. The trademarks, service marks, and logos of StudioDrop (the “StudioDrop Trademarks”) used and displayed on the Service are registered and unregistered trademarks or service marks of StudioDrop. Other product and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the StudioDrop Trademarks, the “Trademarks”). Nothing on the Service or in this CTC should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without StudioDrop’s prior express written consent for each individual use. You may not use the Trademarks to disparage StudioDrop or the applicable third-party, StudioDrop’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without StudioDrop’s prior express written consent. All goodwill generated from the use of any StudioDrop’s Trademark will inure solely to StudioDrop’s benefit.
4.5 Restrictions. You may not sell, transfer, assign, license, sublicense, or modify the StudioDrop Content, and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the StudioDrop Content in any way for any public or commercial purpose. The use or posting of any of the StudioDrop Content on any other website or in a networked computer environment for any purpose is expressly prohibited. In addition, you also may not attempt to derive the source code of, modify, or create derivative works, any updates, or any part thereof (except as and only to the extent any of the foregoing restrictions are prohibited by applicable law). If you violate any part of this CTC, then your right to access and/or use the StudioDrop Content and Service will automatically terminate and you must immediately destroy any copies you have made of the StudioDrop Content.
4.6 Client’s brand. The Client agrees that StudioDrop may use your name and brand logo as a customer reference and may publicly disclose and advertise the fact that you are using StudioDrop platform and services.
5. PURCHASES, BOOKINGS AND PAYMENTS.
5.1 StudioDrop has the right – but not the obligation – in its sole discretion to refuse or delete any purchases / bookings that it reasonably considers to violate this CTC or be otherwise illegal, inappropriate or incorrect.
5.2 Cancellation. Clients may cancel purchases booked through the Service in their sole discretion. As per agreed in the Model Usage and Image Rights Release Agreement.
5.3 Talent / Model’s cancellation. In case the Model / Talent’s cancel or are not able to shoot any time after your payment StudioDrop will use your second (2nd) or third (3rd) choice model selections. If these are unavailable, or there is an unknown substantive issue with completing your shoot, we will refund your payment in full, excluding any bank or merchant charges.
5.4 Means of Payment. All payments must be made by PayPal, debit/credit card, or any other means expressly accepted and made available during the checkout process by StudioDrop. Manual payment transfer via wire or bank transfer are also accepted.
5.5 The Right to Refuse. The finalization of your booking in all cases where StudioDrop’s Payment Processors will not be able to accept your payment or shall refuse your payment due to limits of your jurisdiction or for any other reason are at StudioDrop’s discretion.
5.5 Currency. The currency is limited to USD, EUR or GBP.
5.6 Taxes. Clients are responsible for paying their own taxes. VAT, according to local law, will be added to fees billed to you, if applicable.
5.7 Billing. When charging you the Payment Processor will send you a receipt. StudioDrop will also send you an itemised invoice for your records.
5.8 Fraudulent sources. The Payment Processor may not release the money if the source of the funds is suspected to be fraudulent. Any payments made by fraudulent funds (e.g. cloned or stolen credit cards) will be immediately reversed and you will have to pay the owed amount.
5.9 Chargebacks. You agree not to make any chargebacks or reverse any payment you made to StudioDrop. You acknowledge and agree that StudioDrop shall in case recover any chargebacks or reversed payment that may be imposed on funds paid to StudioDrop through the platform.
5.10 You agree that no joint venture, partnership, employment, or agency relationship exists between you and StudioDrop as a result of this CTC or use of the Service.
6. USER MATERIALS
6.1 License to user materials. Client Materials, information and data, logos, images, Model/Talent materials are collectively, “User Materials.”By Posting User Materials to the Service, you hereby grant StudioDrop (and its assignees, designees, successors, licensees, and sub-licensees), for the sole purposes of displaying your User Materials royalty free to other Users, an unrestricted, assignable, sublicensable, revocable, royalty-free, fully paid up license throughout the world and during the term of the CTC to reproduce, distribute, publicly display, transmit, communicate to the public, publicly perform on a through-to-the-audience basis, create derivative works from, and otherwise use and exploit (collectively, “Use”) all User Materials you upload to or provide through the Service through any media and formats now known or hereafter developed.
6.2 Representations and Warranties. StudioDrop’s Use of your User Materials (or any portion thereof) as permitted in the CTC will (A) infringe, misappropriate or violate the rights of any party or entity, including a third party’s patent, copyright, trademark, trade secret, moral rights, rights of publicity, rights of privacy or other intellectual property or proprietary rights, (B) constitute or result in defamation, libel, slander, or the violation of any applicable law or regulation (including, without limitation, restrictions on obscenity, child pornography, wiretap laws or other similar restrictions on nonconsensual recording, or otherwise), or (C) require StudioDrop to obtain any licenses from or make any payments in any amounts to any third party throughout the world.
7. RESTRICTION ON USE OF SERVICE
Restrictions. In using the Service, you agree not to:
7.2 Take any action that imposes an unreasonable load on the Service’s infrastructure;
7.3 Use any device, software or routine to interfere or attempt to interfere with the proper working of the Service, or any activity conducted on the Service
7.4 Attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Service;
7.5 Delete or alter any material posted on the Service, or associated sites, by StudioDrop or any other person or entity;
7.6 Frame or link to any of the materials or information available on the Service;
7.7 Alter, deface, mutilate, or otherwise bypass any approved software through which the Service is made available;
7.8 Use any trademarks, service marks, design marks, logos, photographs, or other content belonging to StudioDrop or obtained from the Service;
7.9 Access, tamper with, or use non-public areas of the Service, StudioDrop’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of StudioDrop’s providers;
7.10 Harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including StudioDrop employees;
7.11 Provide any false personal information to StudioDrop;
7.12 Create a false identity or impersonate another person or entity in any way;
7.13 Create a new account with StudioDrop without StudioDrop’s express written consent, if StudioDrop has previously disabled an account of yours;
7.14 Solicit, or attempt to solicit, personal information from other Users;
7.15 Restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of that person, or collect information about users of the Service;
7.16 Use the Service to send emails or other communications to persons who have requested that you not sent them communications;
7.17 Gain unauthorized access to the Service, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;
7.18 Post, transmit or otherwise make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service;
7.19 Interfere with or disrupt the Service, networks, or servers connected to the Service or violate the regulations, policies or procedures of those networks or servers;
7.20 Violate any applicable country, federal, state, or local laws or regulations or the terms of this agreement; or
7.21 Assist or permit any persons in engaging in any of the activities described
8. EXTERNAL SITES
8.1 Third parties websites. The StudioDrop website and/or App may contain links to third party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. StudioDrop is not responsible for the content of any linked External Sites and does not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
9.1 Feedback. While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending StudioDrop or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to StudioDrop you agree that:
(i). StudioDrop has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
(ii). Feedback is provided on a non-confidential basis, and StudioDrop is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
(iii). You irrevocably grant StudioDrop perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
10. DISPUTE RESOLUTION
10.1 Mandatory arbitration. Please read this carefully. It affects your rights. You and StudioDrop and its respective corporate parents, subsidiaries, affiliates, predecessors in interest, successors, permitted assigns, and any other parties on whose behalf you are accessing the service agree to arbitration (except for matters that may be taken to small claims courts), as the exclusive form of dispute resolution except as provided for below, for all disputes and claims arising out of or relating to this CTC or the service. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.
10.2 Friendly settlement attempt. A party who intends to seek arbitration must first send to the other, by an international courier with a tracking mechanism, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to StudioDrop, to you via any other method available to StudioDrop, including via e-mail. The Notice to StudioDrop should be addressed to StudioDrop. Jalan Pantai Pererenan 98C, Pererenan, Bali 80361 – Indonesia. Attn: Chief Executive Officer (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and StudioDrop do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or StudioDrop may commence an arbitration proceeding as set forth below.
a.ii. Arbitration Proceeding.
a.ii.1) Any dispute, controversy, or claim arising out of or in connection with this contract, or the breach, termination or validity thereof ,whose monetary value of claim is within $5,000 and $100,000, shall be submitted to the Chartered Institute of Arbitrators (CIArb) and settled by final and binding arbitration in accordance with the Rules of The Business Arbitration Scheme. Judgment on any award issued under this provision may be entered by any court of competent jurisdiction.
a.ii.2) Any dispute, controversy, or claim arising out of or in connection with this contract, or the breach, termination or validity thereof, whose monetary value of claim is higher than $100,000, shall be submitted to the Chartered Institute of Arbitrators (CIArb) and settled by final and binding arbitration in accordance with the CIArb Arbitration Rules. Judgment on any award issued under this provision may be entered by any court of competent jurisdiction.
11.1 Final provisions. This CTC, its annexes and the policies herein contained are governed by the internal substantive laws of Indonesia without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and courts sitting in Indonesia. You agree that no joint venture, partnership, employment, or agency relationship exists between you and StudioDrop as a result of this CTC or use of the Service. You further acknowledge that by submitting User Material and data, no confidential, fiduciary, contractually implied or other relationship is created between you and StudioDrop other than pursuant to this CTC. If any provision of this CTC is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this CTC, which will remain in full force and effect.
11.2 Failure of StudioDrop to act on or enforce any provision of this CTC will not be construed as a waiver of that provision or any other provision in this CTC. No waiver will be effective against StudioDrop unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by StudioDrop and you, this CTC constitutes the entire agreement between you and StudioDrop with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The section headings are provided merely for convenience and will not be given any legal import. This CTC will inure to the benefit of our successors and assigns. You may not assign this CTC or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without StudioDrop’s prior express written consent. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App from your mobile device prior to such disposition. StudioDrop may assign this CTC, including all its rights hereunder, without restriction.